Fall Weather Friends
by Dede42
Summary: Applejack and Rainbow Dash have always been competitive, but that desire to outdo each reaches a whole new level when it comes time to do the Running of the Leaves, a race to get all of the leaves out of the trees throughout Equestria in preparations for winter. Will their competitiveness interfere with the Running of the Leaves?
1. Chapter 1: A FRIENDLY CHALLENGE RIGHT?

My Little Pony Friendship is Magic: Fall Weather Friends

A/N: (Dede42 walks up to the writers studio and unlocks the door - only to have a wall of purring tribbles bury her.)

Dede42: Wah!

Dr. Hooves: (runs up with Derpy) Great whickering stallions! What happen here?

Derpy: (helps unbury the human woman) What happen? What are these purring balls of fur? They're cute.

Dede42: They're Tribbles from the _Star Trek_ Universe and I want to know _how_ they got into my studio.

Discord: (appears) Oopsie! I must've put one in your studio the last time I was in there.

Dede42: (glares at the spirt of chaos) Are you saying that there was a tribble in the writers studio the _entire_ weekend?

Discord: (sheepishly) Maybe?

Dede42: (groans) Great and I have to call someone to get the tribbles out of here. My accountant is going to kill me!

Discord: Oh, allow _me_. (He snaps his figures and the tribbles disappear with the writers studio completely intact) There.

Derpy: (disappointed) Oh, I wanted one as a pet.

Dede42: Discord, where did you send the tribbles?

Discord: Don't worry, I have given them a good home.

Dede42: Where?

Discord: I gave them to the Kingons.

Dede42: You gave them to the Klingons?

Discord: (doing a Scottish accent) Aye, I transported the whole kit and caboodle into their engine room, where they'll be no tribble at all.

Dede42: And this is what I get for introducing you to _Star Trek_ , isn't it?

Discord: Maybe.

Dede42: (rolls her eyes) Come on, Dr. Hooves, Derpy, let's work on your next adventure, and the idea for this one came when I was watching _Zootopia_ yesterday.

Derpy: Ooh! That's a fun movie.

Dr. Hooves: Yes, it's quite fascinating.

Discord: Can I help?

Dede42: Actually, can you go check on Thanos and see where he is in the Labyrinth?

Discord: Of course! (He disappears.)

Dede42: (turns to the camera) Yup, I'm back from the weekend and I finished another adventure for Dr. Whooves and Derpy, which I'll post after I post the first chapter for _Fall Feather Friends_. I hope you're a fan of _Zootopia_ , because that's the story I'll be working on next with our favorite ponies. Later! ;)

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER ONE: A FRIENDLY CHALLENGE. RIGHT?**

It was a nice and crisp fall day, and down at Sweet Apple Acres, Rainbow Dash and Applejack were having a friendly game of horseshoes. Hooking a blue horseshoe on her nose, the blue pegasus tossed it toward a short stick that was in the middle of a square-shaped patch of sand, and the horseshoe landed fairly close to the stick.

"Whoo-hoo!" she cheered, rising up and did a quick loop-de-loop before settling back on the ground.

"Hoo-wee!" said Applejack, impressed. "Not a bad pitch for a pony who works with her head in the clouds," she added in a teasing manner.

Rainbow Dash smirked. "Oh _yeah_? Think you can do better, cowgirl?" she challenged.

"I _know_ I can," Applejack said confidently, grabbing a yellow horseshoe with her teeth and tossed it toward the stick, only to have it fall short of the blue horseshoe. "Oh, for Pete's sake!"

"Heh! Looks like this Pegasus can pitch better than the workhorse," Rainbow Dash teased, laughing. "The object of the game is to get the _closest_ to the stake."

Glowering, Applejack shoved the remaining blue horseshoe toward her friend. "All right, all right. You got another throw there, pony girl," she reminded her sourly.

Grinning, Rainbow Dash scooped up the horseshoe and tossed it, only to have it overshoot and crash through the window of the house, earning a yell of protest from Granny Smith.

"Wow, Rainbow, heh," Applejack said sarcastically. "You couldn't hit a barn door with that kind of a throw!"

"Yeah, yeah. I still have the closest throw, Apple _smack,_ " the blue pegasus reminded her friend by bumping her so that her hat fell over her eyes. "Just try and beat it."

Straightening her hat so that she could see, Applejack tossed her remaining horseshoe and this time it hooked on the stick and circled it twice before landing on the ground. "Yee-haw! It's a ringer," she cheered while her friend's jaw dropped in shock. "That's how you do it down here on the farm."

"I lost," Rainbow Dash whispered, stunned.

"Ah, don't feel bad, Rainbow," Applejack advised her. "It's all in good fun."

"I _hate_ losing," the blue pegasus muttered.

Applejack chuckled and trotted away. "Besides, you're a mighty good athlete," she added smugly. "I'm just better. Heh heh heh."

Rainbow Dash flew after her, not about to let her friend have all the fun of winning. "All right, Applejack, you think you're the top athlete in all of Ponyville?" she demanded, landing next to her when she stopped walking.

Applejack thought about that for a moment, and then swished her tail in her friend's face with a smug smile."Well, I was gonna say in all of Equestria, but that might be gildin' the lily."

Rainbow Dash brushed her friend's tail away, and came up with an idea. "…and I think _I'm_ the top athlete. So let's prove it," she suggested.

Applejack, who had been about to walk away, stopped to look at her friend questioningly. "Prove what?"

" _I_ challenge _you_ to an Iron Pony competition," Rainbow Dash challenged. "A series of athletic contests to decide who's the best, _once and for all_."

Applejack considered this for a moment and then nodded. "You know what, Rainbow? You're _on,_ " she agreed, and they both spit on one of their hooves and shook on it.

* * *

The next day at the farm, Big Macintosh was busy setting up the last of the events needed for the Iron Pony competition, and on a nearby hill, Rainbow Dash and Applejack were warming up their muscles when they were joined by Twilight Sparkle, Sunrise Blossom, and Spike.

"So you two are doing what, now?" Twilight Sparkle asked.

"An Iron-" Applejack began.

"Iron Pony competition," Rainbow Dash interrupted.

Applejack rolled her eyes and continued. "See, we've set up a bunch of events to decide which one of us is-"

"The most athletic pony ever!" Rainbow Dash cut in.

"And we're here to…?" Sunrise Blossom asked, exchanging an uncertain look with her twin since they knew how competitive their two friends could be.

Rainbow Dash paused in her stretching to consider that question. "I don't know," she admitted. "Why _are_ they here?"

"To be our judges and keep score," Applejack answered.

"Right, heh," said the blue pegasus, realizing that having somepony judge the competition would help keep them both honest. "Somepony's gotta record my awesomeness for the history books," she added and went back to her stretching while her friends rolled their eyes.

* * *

A short while later, it was time for the competition to start, and Spike, who was standing on Twilight Sparkle's back, had grabbed a stick off the ground and was using it like a microphone. "Hello everypony, and welcome to the first annual Iron Pony competition!" he announced.

"Uh, Spike, who are you talking to?" Twilight Sparkle asked, looking over her shoulder at the baby dragon.

Spike flushed a little and nodded around. "Um… Uh, them!" he exclaimed as Rarity, Fluttershy, and Pinkie Pie arrived to cheer their friends on. "Let the games _begin_!" And as Applejack and Rainbow Dash took their places before the first event, a few other ponies arrived to cheer them on, having overheard Pinkie Pie and Rarity talk about the competition.

"Ready. Set. _Go_!" Twilight Sparkle called out and Applejack raced through the barrel weave, avoiding the barrels until she just barely brushed the last one before crossing the finish line.

Applejack looked back and she was disappointed that she'd touched one of the barrels. "Dagnabbit."

Twilight Sparkle and Sunrise Blossom looked at the baby dragon, who'd timed the barrel weave. "Time, Spike?"

Spike checked the stopwatch. "17 seconds."

"You're kiddin'!" Applejack exclaimed, surprised and delighted by her time. "That breaks my record from last year's rodeo."

"But you got a five second penalty for nudging the barrel," he added.

Applejack sighed, disappointed. " _Nuts and chews_!" she grumbled for a moment. "Still, that's 22 seconds. Not too shabby." She then noticed that the blue pegasus was sweating slightly and looking nervous. "Hey, don't be nervous," she suggested, nudging her friend a little. "Remember, it's all in good fun. Now git on up there."

Rainbow Dash nodded and moved into position. This time it was Sunrise Blossom who let her know when to run. "Ready. Set. Go!" And the blue pegasus zipped through the barrels without touching a sinle one.

"Woo! That was some _fancy_ hoofwork there, Rainbow!" Applejack cheered.

"Thanks, but I" Rainbow Dash panted "couldn't have been as fast as you."

"What was the time on that, Spike?" Applejack inquired.

"18 seconds!" Spike announced.

" _18 seconds,_ " Applejack repeated, surprised and then gave her friend a friendly nudge. "Rainbow, are you sure you're not secretly a rodeo pony?" she teased and the blue pegasus chuckled.

"Rainbow Dash wins the barrel lead!" Twilight Sparkle announced and Fluttershy updated the scoreboard.

Rainbow Dash whooped it up. "Oh, I can't believe I _won_."

"Yeah, well, don't you go gettin' used to it," Applejack advised, yanking on her friend's tail to bring her back to Earth.

* * *

The next event was to ring the bell at the top of a tower. Having won the first event, Rainbow Dash went up to the tower, and used her back legs to kick the target _hard_. The punt shot upward and hit the bell, ringing it. The gathered ponies cheered, and there were more of them as word spread about the event.

Applejack, who been resting under a tree, peered out from under her hat before getting up take her turn. "Mighty respectable," she commented, spitting out the piece of straw she'd been chewing on, "but let me show ya how it's _really_ done." She then went to the tower and with a loud grunt, slammed her back legs into the target. The punt shot upward and knocked the bell clean off, wining her the event. While the ponies all cheered, she trotted back to the blue pegasus, who was staring with a stunned expression. "Years of applebuckin'," she added, bucking the tree and walked away as a number of apples fell, doing "Shave and a haircut"…"Two bits" on her friend's head, and she groaned.

"Ugh."

* * *

The next event was the bronco buck and poor Spike was talked into wearing a cowboy hat and was now sitting on Applejack's back, waiting to be bucked off, and he wasn't happy about this. In the stands that'd been set up, Granny Smith, Apple Bloom, and Big Mac were cheering her on.

"Waa-hoo!"

"Whoo-hoo!"

"Eeyup!"

"Why me?" the baby dragon moaned.

" _Go_!" Twilight Sparkle and Sunrise Blossom both shouted.

Applejack began acting like a bronco, trying to buck off Spike, who was holding on for dear live. "Whoa! Whoa! Whoa-hoa! Whoa!" he yelled as she managed to buck him up into the air, and he landed in a pile of straw. "Whoaaa! Ouch," he moaned, poking his head out of the straw.

Just then, the rest of the straw fell away to reveal that he was now sitting on Rainbow Dash's back. "Ready for another pony ride?" she asked with a dangerous grin.

Spike whimpered. " _No_."

" _Go_!" the twins shouted, and they watched as Rainbow Dash went into jackhammmer mode, jiggling the baby dragon up and down so much that they were a blur, and then he was sent flying into the air, screaming. "Rainbow Dash wins the bronco-buck."

Fluttershy was updating the score when Spike landed on top of the scoreboard, startling her. "And I _lose,_ " he moaned.

* * *

More ponies arrived at the competition and they were cheering with the rest as Spike stood in the middle of the area again, this time wearing a helmet with horns, and he was waiting as Applejack and Rainbow Dash prepared their lassos so that they could see who could lasso him first. Spike wasn't happy about any of this, and so when his arms and legs were lassoed by Applejack, he yelped and ended up on his back as she yanked on the rope. "Whoa!" he grunted. "How do _I_ get roped into these things?"

However, he wasn't the only one tied up at the moment. Rainbow Dash, who'd been having troubles with her own lasso, was now tied upside-down to one of the branches of a nearby tree. "Does this count?" she asked.

Sunrise Blossom shook her head. "Sorry, it doesn't, Rainbow," she told the blue pegasus. "Applejack wins the lasso contest." And the score was now in Applejack's favor.

* * *

The next event was ball bouncing and while Applejack struggled with bouncing her ball, Rainbow Dash was excelling, and she won the event.

* * *

Up was the hay bale toss and Rainbow Dash managed to toss her hay bale really far. " _Yuh_!" she said, blowing a raspberry until she got pancaked by the hay bale that'd been thrown by Applejack.

* * *

Two events later, the score was tied 4-4 and Spike was once again on Twilight Sparkle's back, speaking into the stick while she was checking to see how many events were left, having just done hoof wrestling and football kicking. " _Fillies and gentlecolts_ , at the halfway point, our competitors are tied at five and five."

"Who are you talking to?" Twilight Sparkle asked, looking up from her list.

"Them!" Spike said happily and her jaw dropped when she saw that nearly every pony in Ponyville were gathered for the competition, and that they had even set up tents to sell food, game flags, and some ponies were doing cheering routines between events.

"When did these ponies all get here?" Twilight Sparkle asked her twin sister, bewildered.

"They started arriving shortly after the competition began," Sunrise Blossom replied. "Apparently word about the competition spread like wildfire."

"No kidding."

* * *

The next even was pushups and Twilight Sparkle was keeping track of how many pushups were being done by Applejack and Rainbow Dash, who managed to get the last one in with a quick flap of her wings. "95, 96, 97, 98, 99… a hundred!"

" _Yes_!" Rainbow Dash cheered as she earned the point while the ponies all celebrated.

Applejack glowered up at the blue pegasus, who was flying above her like a spoiled brat. " _Be a good sport, Applejack,_ " she muttered.

* * *

However, over the rest of the events, Applejack was having a hard time in being a good sport when she lost the long jump, chick wrangling, and other events to Rainbow Dash, who was using her wings more and more to win each event. Finally they were on the last event: tug-a-war.

"All right, you two," said Twilight Sparkle as her friends took the end of a long rope with a red flag in the center. "This is the final event. Give it _all you've got_." And they all watched as the two ponies struggled to yank the other into the mud pit that was between them. At one point, the blue pegasus found herself being dragged toward the mud pit.

"Looks like the workhorse might come out ahead in this one," Spike commented.

Just then, Rainbow Dash took to the air, taking both the rope and the surprised farm pony with her, so that they were hovering above the mud pit.

"That's not fair," Applejack called out the best she could with a mouth full of rope. "You can't use your wings to help you win."

Rainbow Dash couldn't understand her. "Huh?"

"You're cheatin'!" Applejack shouted through the rope.

Rainbow Dash shook her head, still unable to understand what her friend was saying. "I can't understand you with that rope in your mouth."

Applejack spit out the rope. "I _said_ … uh-oh," she began before realizing what she'd done, and in a Willie Coyote moment, she fell back down, landing in the mud with a pained grunt.

The crowd cheered loudly as the final score was 15-5. Rainbow Dash had won the competition.

"Whoo-hoo!" Rainbow Dash cheered loudly while her friend pulled herself out of the mud. "I win by a landslide… or _mudslide_ in your case," she teased, chuckling. "I am the Iron Pony!"

Applejack shook off the mud and she was furious. "Only 'cause you cheated," she snapped.

Rainbow Dash stopped whooping it up and stared at her, confused. " _What_?"

"You used your wingpower to help you win over half those contests," Applejack reminded her angrily.

Rainbow Dash scoffed. "Sounds like sour apples to me."

"Are you sayin' you _didn't_ use your wings?" Applejack demanded.

"Well… no," the blue pegasus admitted. "But you never said I _couldn't_ use my wings," she pointed out.

Applejack glowered. "I didn't think I needed to tell you to _play fair_."

"Applejack," said Sunrise Blossom, looking between her two friends. "If you didn't want Rainbow Dash to use her wings, you should've told her from the start."

"Yeah, you're right, Sunny," I should've," Applejack agreed.

Rainbow Dash, however, was still miffed at being accused of cheating. "I still would have won even _without_ my wings," she declared proudly.

"Hah! _Prove_ it," Applejack challenged.

Rainbow Dash smirked. "Gladly. How?"

"Tomorrow is the annual Runnin' of the Leaves," Applejack informed her. "I challenge you to _race_ me in it."

The blue pegasus grinned. "Heh! Easy shmeasy."

"Hold on!" said Applejack, yanking her friend out of the air and pinning her tail to the ground. "There is _one_ condition: the point is to _run_ , so no wings allowed."

Rainbow Dash snorted and pulled her tail free. "No wings? No problem." They then spit on their hooves and shook while glaring at each other. She then blew a raspberry that broke the tension a little, and they both chuckled.

Twilight Sparkle and Sunrise Blossom exchanged uneasy looks, already imagining how chaotic the upcoming race was going to be for these two.

* * *

A/N: Interesting challenge ahead. ;) R&R everyone!


	2. Chapter 2: RACING CHAOS

My Little Pony Friendship is Magic: Fall Weather Friends

A/N: (Dede42, Sunrise Blossom, and Dr. Hooves run around the back yard with the Lego Dalek still chasing them, and Derpy watches this through one of the windows from the writers studio.)

Derpy: Hi, as you can see, Dede42, Sunrise Blossom, and Doc are still being chased by that Lego Dalek, so I'm posting this chapter on their behave. Three different ones in one day. Wow.

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER TWO: RACING CHAOS**

The next morning, Spike and Twilight Sparkle left the library to attend the Running of the Leaves, and the purple unicorn paused to admire a butterfly that flew by, giving Sunrise Blossom a chance to join them. However, the baby dragon was impatient to go since he wanted to see the race between Applejack and Rainbow Dash.

"Twilight, Sunrise, _hurry up_ , we're gonna be late for the race," he pleaded.

"Why are _you_ so excited about the race?" Twilight Sparkle asked as they resumed walking. "It's only for ponies."

"Yeah, but I'm hoping I can be the announcer again," said the baby dragon, holding up his stick as he stood up. "Just listen: Fillies and gentlecolts, welcome to the annual Running of the-"

 _`"Welcome to the annual Running of the Leaves!"`_ called out Pinkie Pie into a megaphone, and the ponies gathered to either take part in the race or to watch, looked up to see the pink pony was hovering above them in a pink hot-air balloon. _`"This is Pinkie Pie, your official p-eye-in-the-sky announcer."`_

"Sorry, Spike," said Twilight Sparkle as he threw down the stick and sat back down, a grumpy expression on his face. "I guess that job's already taken."

"And I'm sure that an other opportunity will arise that you can be an announcer at," Sunrise Blossom added.

 _`"As everypony knows,"`_ Pinkie Pie continued, _`"the Running is a very important tradition, for without it, the autumn leaves of Equestria would_ never _fall. So get ready, ponies. The Running of the Leaves will begin in_ five minutes _."`_

* * *

Meanwhile, the ponies running the race were lining up at the starting line with their assigned numbers taped onto their flanks. Among them was Applejack, who had the number 8, and she was busy stretching her muscles.

"Pardon me, excuse me," said Rainbow Dash as she trotted through the crowd to the starting line, the number 11 taped to her flank. "Make way for the Iron Pony."

"The Iron _Phony_ , you mean," Applejack growled, glowering at her approaching friend.

Rainbow Dash smirked as she stopped next to her friend. "So, Applejack, you ready to win _second_ place?" she teased.

"I'm ready to run a good, _clean_ race," Applejack retorted.

Rainbow Dash rolled her eyes and flexed her wings. "Yeah, yeah…"

"You are _not_ allowed to use your wings," Applejack reminded her.

"I could win this race with both wings tied behind my back," the blue pegasus declared smugly.

Getting an idea, Applejack quickly retrieved a rope and, before her friend could protest, tied her wings to her sides, pulling the rope tight enough to keep them from moving, but not so tight that her friend couldn't breath. "Trussed up like a turkey," she remarked, after tying the knot. "Well, a turkey who can't fly, that is."

"Very funny," Rainbow Dash grumbled, wishing that she'd kept her big mouth shut, but if that meant she could keep her promise, then it was worth the discomfort.

This time Applejack smirked. "'Least now we know we're racin' fair and square." Just then a series of trumpets were played.

 _`"Racers!"`_ Pinkie Pie called out. _`"Please take your positions!"`_

* * *

As the ponies lined up at the starting line, Spike ran over and called up to the pink pony. "Um… Pinkie Pie?"

"Hey, Spike!" Pinkie Pie said cheerfully. "What's up? Oh wait, it's me! I'm up!" And she laughed at her own joke.

"Uh, yeah," said the baby dragon nervously, wondering if what he was about to ask was a good idea afterall. "I know you're doing the announcing today and stuff and… I'm sure you're gonna do a great job and all, but… I was just wondering…" he mumbled.

" _What_?" the pink pony asked, not quite hearing him.

Spike shook his head and turned to leave. "Aw… Forget it."

"Spike! Would you like to be my co-reporter?" Pinkie Pie asked, guessing what he'd been about to ask her. "We could comment on the action _together,_ " she offered.

Spike brightened up at the offer. "We _could_?"

Pinkie Pie threw down a rope. " _Climb on up_."

* * *

Meanwhile, Applejack was double-checking the rope when two familiar unicorns trotted up with the numbers 42 and 43 taped to their flanks. "Twilight? Sunrise? What in tarnation are you both doin' up here?"

"We're racing," Twilight Sparkle answered simply.

Rainbow Dash laughed and bumped their shoulders with hers, positive that the twins were joking. "Good one, Twilight."

"I'm not joking," said the purple unicorn, annoyed.

"Yeah, we're both going to take part in the race," said Sunrise Blossom.

Rainbow Dash stared at them both, mirroring Applejack's expression. " _What_? You're not athletes, you're a… well… you're an egghead, Twilight, and you're a potion-making, Sunrise."

"I am _not_ an egghead, I am well-read," Twilight Sparkle retorted.

"And I can do more then just make potions," the orange unicorn added, annoyed.

" _Egghead,_ " Rainbow Dash whispered.

Applejack snickered. "But have you ever run a race?" she asked.

"This will be my first race," Sunrise Blossom admitted. "But after having watched the Running of the Leaves for four years, I figured that it was high time that I actually took part in the race itself."

"Well, no, but I do know a lot _about_ running," said Twilight Sparkle.

Rainbow Dash rolled her eyes, guessing how the purple unicorn could know a lot about running. "And you know this from…"

"Books," said Twilight Sparkle proudly. "I've read several on the subject."

Rainbow Dash fell over laughing, waving her legs in the air while tears streamed from her eyes. "What'd you read, "The Egghead's Guide to Running"?" she asked through bursts of laughter. "Did you stretch out your eye muscles to warm up?" She kept laughing. "Get it? _Eye muscles_."

Sunrise Blossom rolled her eyes. "Oh, grow up, Rainbow."

"Scoff if you must, Rainbow," Twilight Sparkle scolded. "But the Running of the Leaves is a Ponyville tradition, and since I'm here to learn, I've decided I should experience it myself."

"Well, I think that's just dandy, Twilight, Sunrise," said Applejack. "Good luck." And then she snickered a little.

Rainbow Dash picked herself up, still chuckling. "Yeah. See you both at the finish line… _Tomorrow_."

 _`"All right, ponies, are you ready?"`_ Pinkie Pie asked from the sky, and the ponies below her got into their starting positions.

 _`"Get set,"`_ said Spike, now in the hot-air balloon basket.

A bell rang and the ponies bolted down the path, their speed and the rumbling of their hooves resulted in thousands of leaves falling out of the trees.

 _`"And they're off!"`_ Pinkie Pie cheered and steered the hot-air balloon to follow the racing ponies. _`"Welcome to the official coverage of the Running of the Leaves!_ You know, Spike, despite its name, the leaves don't do any of the actual running," she remarked. "No, that's left to my little ponies."

"Why, yes, Pinkie,"Spike agreed, "it's the running of the ponies that causes the leaves to fall."

"Ugh. Those lazy, lazy leaves," the pink pony muttered, but then went back to cheerful. "But this year, the run is about more than the weather. It's about the race to the finish and the two runners who want to win it: Applejack and Rainbow Dash." And down below, they could see the two ponies in question were at the head of the pack.

"You know, Pinkie, these two ponies have a bit of a grudge match they're trying to settle," the baby dragon remarked. "Trying to prove who's the most athletic."

Pinkie Pie nodded. "Yes, and "grudge" rhymes with "fudge"."

"Yes, it… does. _What_?" Spike asked, confused by the sudden change of topic, wondered how fudge had anything to do with the race.

"And I like fudge," Pinkie Pie continued. "But if I eat too much fudge I get a pudge and then I can't budge."

"So… no fudge?" Spike guessed, realizing that the pink pony was being her usual random self.

"Oh, no thanks," Pinkie Pie declined. "I had a big breakfast. Let's check in with our two competitive ponies, Applejack and Rainbow Dash. Having come fast out of the gate, Applejack and Rainbow Dash are evenly matched running neck and neck. But what's this? Applejack is making a move, she's now ahead by a nose. But Rainbow Dash won't let Applejack have it and takes the lead. _She's_ ahead by half a nose. Or maybe three quarters of a nose. No, about sixty-three point seven percent of a nose… roughly speaking. Applejack sees this move and pushes forth with her strong workhorse legs slinking ahead by three hundred and fifty noses!"

* * *

Sure enough, down below them, Applejack had kicked it up a notch and she was now far ahead of the rest of the ponies, especially far ahead of Rainbow Dash. "Not so easy without wings, is it?"

"Come on, Rainbow," the blue pegasus muttered. "Show 'em a little _dash_." And she kicked her running into a higher gear, racing forward until she managed to catch up with the orange pony.

* * *

High above, Spike was amazed. "Ho-hold your horses, Pinkie!" he exclaimed. "Rainbow Dash is catching up the frontrunner Applejack!"

"What an _upset,_ " Pinkie Pie remarked, surprised. "I thought Applejack had this in the bag."

* * *

Back on the ground, Rainbow Dash smirked at Applejack as she ran past her. "You didn't think I was gonna let you off that easily, did you?" she mocked.

Applejack was about to replied when she suddenly tripped on a rock and went tumbling across the ground, almost getting run over by the other ponies. After the dust and leaves settled, she go onto her hooves, enraged. " _Whoa_! I don't believe it," she grumbled.

Twilight Sparkle and Sunrise Blossom both trotted up at that moment, having been admiring the falling of the leaves. "We know, it's beautiful, isn't it?"

"Not the scenery, Twilight, Sunrise," Applejack protested. "Rainbow Dash just tripped me."

The twins shook their heads, having seen what happen earlier. "She did not."

"She did too!" Applejack insisted.

"She did _not_ , and if you slowed down and looked where you're going, like us, you'd see that you tripped over a rock," Twilight Sparkle retorted, pointing to the very rock that her friend had tripped over.

"Yeah, you need to watch where you're going, Applejack," Sunrise Blossom agreed.

"What? Oh, hayseed!" Applejack groaned, realizing that they were right. "Now I got a lot of ground to make up to catch Rainbow." And she raced off, hoping that she would be able to catch up with the blue pegasus.

"Just be careful!" Twilight Sparkle and Sunrise Blossom called out after her, and then they resumed trotting and admiring the leaves falling off the trees around them.

* * *

Far ahead, Rainbow Dash was still running and when she checked behind her to see that none of the other ponies were in sight, she slowed down to a trot, positive that she had the race in the bag when Applejack suddenly ran past her.

"See you at the finish line!" the orange pony called out as she disappeared down the road. Enraged, the blue pegasus raced after her.

* * *

High in the sky, Spike was surprised by this twist in the race. "I don't believe it," he commented into his microphone. "After a _huge_ setback, Applejack is back at the front of the pack."

"She's the head of the pack, all right," Pinkie Pie agreed. "The pick of the litter! The cat's pajamas!" She paused for a moment. "Oh wait, why would Applejack take some poor kitty's PJs?" she wondered, going off-topic once again. "That's not very sporting of her."

" _Oookay_ …" said the baby dragon uncertainly. "Let's get back to the race."

* * *

Back on the ground, Rainbow Dash was working on catching up with her friend, determined to win. "Not so fast, Applejack!" she shouted. "This race isn't over yet!"

"It is for you. Heh," Applejack replied, grinning.

Growling, Rainbow Dash tried to run even faster when she suddenly went sprawling across the ground and as the other ponies raced past, she got buried by leaves. " _Whoa_!" She poked her head out of the leaves and shook the rest off. "Guh, I don't believe it, Applejack tripped me," she complained.

"Don't you ponies ever look where you're going?" Twilight Sparkle asked, exasperated when she and Sunrise Blossom reached the fuming blue pegasus. "You tripped on a stump. See?" And they both pointed to the nearby stump.

Rainbow Dash stared at the stump for a moment, but she was sure that this had been a setup by Applejack. "Oh, I see. A big cheater is what _I_ see," she growled.

"Rainbow, Applejack would never cheat," the purple unicorn scolded her. "It was just an accident."

"Yes, and that you need to watch where you're going instead of assuming the worst," the orange unicorn added.

Rainbow Dash flushed a little. "Sure it was. I mean, yeah, I'm sure it was."

"Remember, Rainbow, this is just a game," Twilight Sparkle reminded her as she and Sunrise Blossom resumed trotting after the rest of the pack.

Rainbow Dash nodded, and then looked back at the stump, getting a nasty idea. _'_ _Yes, but the rules have changed,'_ she thought, still positive that Applejack had cheated, _'_ _and two can play at that game_ _.'_

* * *

A/N: Who will win the race? R&R everyone!


	3. Chapter 3: FIGHT TO THE FINISH

My Little Pony Friendship is Magic: Fall Weather Friends

A/N: I'm back and here's the final chapter so you all can find out who will win the race. So, Applejack, Rainbow Dash, just stop fighting please?

Applejack: Get the chapter up so we know who wins and I'll stop fightin'.

Rainbow Dash: Yeah, get this goin' so we can see who the _real_ Iron Pony is.

Applejack: An' I'm sayin' that it's me.

Rainbow Dash: Is not!

Applejack: Is too!

Dede42: Ok, if you two are gong to keep arguing, please do it _outside_ the writers studio please so I can get this posted? (She sighs when they ignore her and keep arguing) Oh vey!

Read, review, and enjoy!

Disclaimer: I don't own anything from _My Little Pony: Magic is Friendship_. I just own any and all characters that I just happen create.

* * *

 **CHAPTER THREE: FIGHT TO THE FINISH**

The Running of the Leaves was still going strong with it being halfway over and flying overhead, Pinkie Pie and Spike were still reporting on the rest. Well… the baby dragon _was_ reporting on the race while the pink pony was still going off-topic every few minutes.

"Welcome back, Ponyvillians, it's me, Pinkie Pie," said Pinkie Pie cheerfully.

"And Spike," said Spike, watching as a certain blue pegasus was racing along the path, trying to catch up with the other ponies, particularly Applejack. "Looks like Rainbow is doing her best to catch up," he remarked.

"I'm not sure how ketchup is going to help her in this contest," said the pink pony, going off-topic once again. "Now, in a hot dog eating contest it can make them doggies nice and slippery, but personally, I prefer mustard. How about you, Spike?"

The baby dragon blinked. "Uh… I… like… pickles?"

" _Aaand_ it looks like Applejack has found _her_ self in quite a pickle as Rainbow overtakes her," said Pinkie Pie, returning to the race below.

* * *

Sure enough, Rainbow Dash ran past the startled Applejack. " _Look, ma, no wings,_ " she joked.

Growling, Applejack kept running, moving faster then before.

"As the racers enter Equestria's Whitetail Wood, Rainbow Dash is back in the lead," Spike announced, spotting the upcoming forest.

* * *

Reaching the Whitetail Wood first, Rainbow Dash ran until she spotted a low hanging tree branch. Getting an idea, she grabbed the tip with her teeth and pulled it with her as far as it would go without breaking it. She waited until Applejack was just a foot away, and let it go, knocking the orange pony onto her back. Chuckling, she ran off.

Applejack spit out some leaves that got caught in her mouth and sat up. "Ugh. Hey, _Rainbow_!" she shouted as the other ponies ran past, and she gasped when the blue pegasus blew a raspberry at her. "Why, that little cheater did that on purpose," she growled. "It's _on_." She glanced at the branch and smirked, getting an idea.

* * *

Far ahead, Rainbow Dash laughed, pleased with her success. " _Nice one, Rainbow."_ She blinked when an orange blur flashed past her, transforming into Applejack, now far ahead of her. "Hey!"

"Later!" called out Applejack, running and when she saw a beehive surrounded by buzzing bees, she paused long enough to buck it out of the tree.

The beehive went bouncing along the path and landed on top of Rainbow Dash, who screamed when the bees started attacking her. "Aaa!"

Still screaming, Rainbow Dash raced far ahead with the bees right on her tail, and when she saw a sign pointing which direction the racers were suppose to go, she got an idea. She jumped behind a bush, resulting in the bees losing track of her, and when they were gone, she repositioned the sign, hiding once again.

When Applejack arrived, she saw the way the sign was pointing, and she started up a mountainside. Rainbow Dash came out of hiding and was laughing hard, draped over the sign, and she wasn't paying attention when the other ponies raced past her.

"Oh my, Whitetail Wood is just lovely," Twilight Sparkle commented to Sunrise Blossom, which caught the attention of the blue pegasus, and when they reached her, the sign was back to normal. "Hey, Rainbow, shouldn't you be up ahead?" she asked, surprised.

Rainbow Dash chuckled. "I'm sure I'll win now."

"Except that the other racers just passed you," Sunrise Blossom pointed out.

"Oh horse apples… See ya!" Rainbow Dash yelped, and bolted down the path.

* * *

Meanwhile, Applejack kept following the mountain path until she found herself on a cliff that was _far_ from the race, and she blinked when a familiar hot-air balloon appeared.

"Applejack, what are you doing up here?" Pinkie Pie inquired.

"There aren't even any trees," Spike added.

Applejack flushed. "Er, no, but the sign's pointed this way…" she trailed off, realizing what had happen. " _Rainbow_. Mind giving me a lift?" she asked hopefully.

* * *

Back in the race, Rainbow Dash had managed to get ahead of the other ponies and she was started when Applejack, who was hanging from a rope on the base of the hot-air balloon, went flying by with a cheerful wave. "What the hay?! You said no flying!" she protested.

Applejack landed a short distance ahead of her and shook her head as she began running again. "No, I said no wings."

* * *

"I must say, Spike, that this has been the most interesting Running of the Leaves in Equestria history!" Pinkie Pie announced cheerfully, as she watched the two ponies fight to stay ahead of each other.

"With the most interesting announcing," Spike muttered.

"But it isn't the running that's been fascinating," the pink pony added. "It's the _lack_ of running!"

* * *

Down below, the two ponies kept trying to figure out how to trip each other up, that at one point, Applejack was sent spinning, that she turned into an orange tornado that swallowed up the blue pegasus, and they went spinning up the side of a nearby mountain, crashing into the side. Dizzy, they found themselves on a ledge and were glaring at each other when it suddenly broke, and they went sliding and screaming back onto the path, just barely missing the other ponies as they raced past.

Twilight Sparkle and Sunrise Blossom arrived and shook their heads at their friends.

"Forgive us, girls," said the purple unicorn. "I know we're not athletes, but shouldn't the Running of the Leaves actually involve _running_?"

"Yeah, why are you both just sitting there?" Sunrise Blossom asked as they resumed trotting after the other ponies.

Rainbow Dash watched them go and stood, glancing at Applejack. "You know, I think Twilight and Sunrise are right," she remarked.

"You do?" Applejack asked.

Rainbow Dash nodded. "Yeah! If you wanna beat me, you better… _RUUUN!_ " And she took off like a bullet with Applejack right behind her.

* * *

"Once again, Rainbow Dash and Applejack are neck and neck, jockeying for position," Pinkie Pie announced, watching as the two ponies got ahead of the other ponies and were now trying to stay ahead of each other. "Applejack inches ahead, now it's Rainbow, it's Applejack, it's Rainbow Dash, it's Applejack-" She gasped when the blue pegasus tried to knock the orange pony off the path.

"Oh no, she di'int!" Spike exclaimed, just as the orange pony tried to do the same with the blue pegasus.

"Oh yes, she di'id!" Pinkie Pie squealed.

* * *

Applejack grunted when Rainbow Dash collided with her again. "Cut it out!" she snapped, returning the favor.

"No, you cut it out!" Rainbow Dash shouted and when the orange pony started to pass her, she grabbed her tail with her teeth, yanking her back.

Applejack and raced after her friend, doing the same with her tail. "You started it."

Rainbow Dash just barely managed to keep from face-planting and the tail yanking resumed. "And now I'm gonna finish it."

"Oh no, you won't," Applejack vowed, unaware that the other ponies had just passed them, including the twins, and when she tried to get the rainbow tail, she bit off the rope instead. _'Uh oh!'_

"Oh yes, I will," Rainbow Dash retorted when she realized that her wings were freed. "That's it! All bets are off!" And she took to the air.

Applejack raced after her and leapt into the air, knocking her back to the ground. "Oh no, you don't." And they turned into a mobile dust ball as they fought along the rest of the path to the finish line.

"It's Applejack, it's Rainbow Dash, it's Applejack, it's Rainbow Dash-" Pinkie Pie said repeatedly and stopped when the dust ball crossed the finish line.

Banged up from the fight, Rainbow Dash sat up and saw where she was. "I won!"

"No, _I_ won!" Applejack snapped, also banged up from the fight.

Rainbow Dash glared at her. " _I_ won!"

"You tied!" Spike announced as the hot air balloon landed nearby.

"Tied?!" Applejack and Rainbow Dash both yelped. "For first?"

Pinkie Pie shook her head. "For last!"

"Last?!" Applejack repeated, aghast since she'd never lost before.

"Then who won?" Rainbow Dash wondered and blinked when Twilight Sparkle and Sunrise Blossom both trotted up, and they both were wearing a medal each around their necks. "You?!"

Twilight Sparkle laughed and shook her head. "Oh no, but I did get fifth place, which is rather good considering I've never run a race before."

"And I got sixth place," Sunrise Blossom added, nodding to Sweetie Drops, who was wearing the first place medal. "Sweetie Drops won the race."

"What? How's that even possible?" Applejack asked, dumbfounded.

"You both ran _so slow_ , and _looked at the scenery,_ " Rainbow Dash pointed out.

Twilight Sparkle nodded. "Exactly," she agreed. "We paced ourselves, just like my book said. Then at the end, when all the other ponies were worn out, we sprinted to the finish."

"Unlike them," Sunrise Blossom added, nodding to a group of ponies, who were sprawled on the ground, exhausted.

"I don't believe it," Rainbow Dash moaned. " _Twilight and Sunrise_ beat us."

The twins rolled their eyes. "Well, with all your horsing around, it was quite easy."

"You're right, Twilight, Sunrise," Applejack agreed, feeling _very_ sheepish. "Our behavior was just terrible."

Rainbow Dash nodded. "We weren't very good sports."

"Sounds to me that an important lesson was learned," remarked Princess Celestia as she walked over to them while the ponies all bowed in respect.

"Princess Celestia?!" Applejack and Rainbow Dash yelped before quickly bowing their heads in respect.

"W-What are you doin' here?" the orange pony asked, now embarrassed by her actions earlier.

"Fall is one of my favorite seasons," Princess Celestia explained, "so I came to celebrate the Running of the Leaves."

Applejack hung her head in shame. "I'm sorry you had to see us being such poor sports, Princess."

"That's all right, Applejack," Princess Celestia reassured her. "Anypony can get swept up in the excitement of competition."

"It's important to remember that the _friendship_ is always more important than the competition," Twilight Sparkle added.

"And that friendship can also be mended," said Sunrise Blossom.

"Exactly, Twilight, Sunrise," Princess Celestia agreed. "Now, unfortunately, because the two of you were busy tricking each other instead of shaking down leaves, many of the lovely trees of Equestria are still covered," she adde and it was clear that only half of the trees had been freed of their leaves.

Applejack glanced around and got an idea. "Why, Princess, I bet we can knock those leaves down for you lickety-split," she promised and turned to Rainbow Dash. "Whaddya say, friend? Wanna go for another run?" she offered.

Rainbow Dash grinned. "I'd love to stretch my legs." And they ran down the path together, using their speed not to beat each other, but to bring down the remaining leaves.

* * *

A/N: This is the last time I'm restricting myself to three chapters, it hurt my brain. Ow. _ R&R everyone!


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